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RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
REPUBLIC AIRWAYS HOLDINGS
INC.
2002 EQUITY INCENTIVE
PLAN
THIS AGREEMENT is made as of ____________, 200_,
by and between Republic Airways Holdings Inc., a Delaware
corporation (the "Company"), and ___________ (the
"Executive").
W I
T N E S
S E T H :
WHEREAS, pursuant to the Company’s 2002
Equity Incentive Plan (the "Plan"), the Company desires to award
the Executive, and the Executive desires to accept, restricted
shares covering _______ shares of the Company’s common stock,
$.001 par value, of the Company (the "Common Stock") upon the terms
and conditions set forth in this Agreement and the Plan.
NOW, THEREFORE, the parties hereto agree as
follows:
1. Award . The Company has awarded to the Executive
restricted shares covering ________ shares of the Common Stock (the
"Shares") at a purchase price per share of $.001 par value. The
Executive shall pay the aggregate purchase price of $______ in cash
on the date of execution of this Agreement.
2. Vesting
of Shares . The Shares will become vested in twelve equal
monthly installments beginning __________, 200_, and on the last
day of each month thereafter, subject to the Executive’s
continuous employment with the Company Group (as defined in the
Plan). Notwithstanding the preceding sentence, the Shares shall
immediately become fully vested upon the occurrence of (i) a Change
in Control (as defined in the Plan) of the Company or (ii) the
termination of the Executive’s employment or other service by
the Company Group (as defined in the Plan) other than for Cause (as
defined in the Plan).
3. Effect
of Termination of Employment or other Service . Upon the
termination of the Executive’s employment or other service
for any reason (or no reason) other than as described in Section 2
above (including, without limitation, death or Disability (as
defined in the Plan)), any Share which has not yet become fully
vested shall be forfeited, and any certificate therefor or book
entry with respect thereto or other evidence thereof shall be
cancelled.
4. Dividends and Voting Rights . No dividend will be
payable on unvested Shares; however, the Executive will be credited
with dividend equivalents equal to the amount or value of the
dividends that would have been paid on the unvested Shares if they
were vested. The dividend equivalents, if any, will be credited to
a bookkeeping account in the name of the Executive. Unless the
Committee (as defined in the Plan), acting in its discretion before
a dividend is paid, determines otherwise, the amount of the
dividend equivalent will be credited in the form of a restricted
share of Common Stock, the number of which will be equal to the
quotient rounded to the nearest whole number of (a) the total
amount of the dividend that would have been paid on the
Executive’s unvested Shares, divided by (b) the closing price
per share of Common Stock the NASDAQ Global Select Market on the
dividend payment date. The "dividend equivalent" restricted shares
will be subject to substantially the same vesting, forfeiture and
other terms and conditions applicable to the corresponding unvested
Shares. The Executive will be entitled to exercise voting rights
with respect to the unvested Shares.
5. Issuance
of Shares . The Executive is the record owner of the Shares
on the Company’s books, subject to the restrictions and
conditions set forth in this Agreement. By executing this
Agreement, the Executive expressly authorizes the Company
to
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